seton plum
TRANSCRIPT
April 2014
Proposal-DCHS (Seton Medical Center Coastside)
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Proposal Contents
• Description of Potential Acquirer Pages 3-6
• Distinctive Operating Model Pages 7-14
• Asset to be Acquired Pages 15-16
• Treatment of the Medical Foundation Pages 17-19
• Amount and Form of Consideration Page 20
• Working Capital Assumption/Sources of Capital Pages 21-24
• Anticipated Operating Plan and Capital Commitments Page 25
• SMCC’s Current Agreements and Obligations Page 26
• Process/Timing and Specific Contingencies to Closure Pages 27-28
• Plum Healthcare Financial Due Diligence List Page 29
• Plum Healthcare Operations Due Diligence List Page 30
• Plum Healthcare Risk Mgmt./Insurance/HR/Property Due Diligence List Page 31
• Contact Information Page 32
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Description of Potential Acquirer
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The Plum Team – Key Principals
Officer Title Experience
Mark Ballif Co-Founder and
Co-Chief Executive Officer
19 years of combined executive, operations, management consulting, and
leadership development experience
Previously worked for Covenant Care as a licensed nursing home administrator
and operations manager for new construction
Prior to Covenant Care, served as vice president of operations for The Arbinger
Company
Paul Hubbard Co-Founder and
Co-Chief Executive Officer
More than 20 years of finance, management consulting, and operations
experience, including restructuring business processes and facilitating
organizational change
Previously served as an administrator and director of prospective payment
integration for Covenant Care
Prior to Covenant Care, was a founding member and chief financial officer for
Callaway Sharp Institute and was a consultant for KPMG
Toby Tilford President and
Chief Operating Officer
Joined Plum in 2002; served as an administrator at Plum’s largest facility before
being promoted
14 years of accounting, systems consulting, executive leadership development,
and financial / clinical business restructuring experience
Prior to Plum, was a senior auditor for Ernst & Young
Joseph Alegre Executive Vice President
and Chief Financial Officer
20 years of experience in operations finance, retail finance, and financial
planning and analysis
Previously held senior finance positions at Gap, Gateway, Boston Chicken,
PepsiCo, and American Airlines
Will Huish Executive Vice President
and Head of Mergers &
Acquisitions
15 years of experience in the Skilled Nursing industry
Lead Plum in to increase portfolio from 16 facilities to 54 facilities
Specializes in working with facilities under SFF, OIG, and in Receiverships
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Overview of Plum
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Founded in 1999, Plum provides post-acute care
services through skilled nursing facilities
(“SNFs”) in the western U.S.
50-facility platform across California, Arizona,
and Utah
14 owned and 36 leased facilities
5,669 licensed beds
Acquired Horizon West in June 2011 for $32
million
27-facility portfolio with 2,975 licensed beds
Expanded into home health and hospice
(“HH&H”) in 2011
Approximately 7,300 full-time total employees,
including 4,370 nurses
Expects to generate 2012 revenue and adjusted
EBITDA of $508.1 million and $52.5 million,
respectively
A leading provider of medically-complex, post-acute care services
Phoenix
Tucson
Los
Angeles
Sacramento
CA
AZ
UT NV
San Diego
Salt Lake City
Legacy Plum 23
Horizon West 27
HH&H
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Plum’s Acquisition History & Milestones Plum has a proven track record of acquiring & licensing skilled nursing facilities
Arlington Gardens
Auburn Oaks
Bishop
Crystal Ridge
Cypress Ridge
Davis
Four Corners
Lincoln Meadows
Linwood Meadows
McKinley Park
Napa Valley
Oakwood Gardens
Parkdale
Pine Creek = Total licensed beds acquired per year
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Redlands
78
Highland Palms
Huntington Valley
La Mesa
University
424
Garden City
104
La Paloma
Vasona Creek
Villa Las Palmas
White Blossom
Cottonwood Canyon
96
Copper Ridge
Oak River
Reo Vista
430
Aviara
Crystal Cove
Poway
315
Mt. Olympus
Pueblo Springs
Redwood Springs
Spring Creek
512
Desert Blossom
Rock Creek
190
545
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2014
2,975
Plum founded
by Mark Ballif
and
Paul Hubbard
GI acquired
Plum
Significant
investment in IT
Horizon West
acquisition Hired
President and
COO Governor’s Award
for quality:
University Care
Center & La Mesa
Healthcare Center
Began multi-year
leadership development
program for department
managers, nursing
leadership, DONs, and
administrators Began
implementation of
Electronic Medical
Records (“EMR”)
Hired CFO
Completed EMR
implementation
Pines at Placerville
Red Cliffs
Redwood Cove
River Valley
Rocky Point
Roseville
Sacramento Subacute
Sandy
Western Slope
Westgate Gardens
Westview
Whitney Oaks
Wolf Creek
Mid-Town Oaks
San Diego Post-
Acute
340
Acquired Sutter
SNF
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Distinctive Operating Model
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Invests in Human Capital
Establishes Premium Quality Clinical
Approach
Operates Collaboratively, with
a Performance-Focused Discipline
Assembles Geographic Clusters
of Facilities
Grows Market Share of High-Acuity
Referrals
Optimizes Financial Results
Leverage Distinctive Operating Model
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Plum delivers industry-leading results by leveraging a proven model of developing leaders,
implementing best-in-class clinical protocols, and executing on a turnaround formula that
extracts significant embedded value
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Branches: Clustered Operating Structure
Structured around clusters of
facilities (i.e., branches), which
are both strategically- and
organizationally-leverageable
units
Plum currently has 6 branches
with 6-11 facilities per branch
Benefits of branch operating:
Optimal and intimate size
High tenure accountability
in small clustered peer
groups
Scale in negotiating
contracts with managed
care organizations
(“MCOs”)
Capacity to handle a
disproportionately larger
volume of discharges from
various health systems
partnering with ACOs
Overview Facility Footprint
Capital
Branch
(10 facilities)
Mountain North
Branch
(11 facilities)
Utah
Branch
(6 facilities)
CalarI
Branch
(8 facilities)
South
Branch
(9 facilities)
North Coast
Branch
(8 facilities)
Plum has established leadership positions in its targeted markets to be the post-acute
provider of choice 110
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Clinical / Legal Scorecard
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2013 Annual Survey
• Survey Highlights:
– 50 Facilities Completed (100%)
– 349 Deficiencies, 6.98 per Survey
• Plum 23: 162 Deficiencies; 7.04 per Survey
Severity Grade # of Deficiencies
Isolated - A 2
Pattern - B 11
Widespread - C 9
Isolated - D 205
Pattern - E 104
Widespread - F 16
Isolated - G -
Pattern - H -
Widespread - I -
Isolated - J -
Pattern - K 1
Widespread - L 1
349
Leve
l 1Le
vel 2
Leve
l 3Le
vel 4
Total
2
6
9 10
7
4
6
3
-
2 1
0 2 4 6 8 10 12 14 16 18 20
# o
f Fa
cilit
ies
2013 Facility Survey Deficiencies
# of Deficiencies
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Fully-Integrated Information Technology Systems
Designed to provide a highly-scalable solution across a common platform, enabling optimal patient
outcomes, providing effective risk management, and creating opportunities for rapid expansion
Plum’s EMR system, MDI Achieve’s Matrix®, is integrated into all aspects of Plum’s operations, from clinical
to financial
Plum is currently integrating all of its information systems which will enable greater efficiencies, provide a
more robust management reporting capability, and provide Plum with a fully-integrated IT platform
Phase 1 Phase 2 Phase 3
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Matrix EMR system ensures a common clinical and billing platform
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Marketing Approach
Each facility has its own distinctive brand
Marketing team at each facility is principally responsible for the development and implementation of its
market plan
Each facility’s marketing strategy is based on the facility’s core competencies, service capabilities, and local
market situation
Plum’s ability to penetrate local markets is fueled by its decentralized marketing approach
and its strategic focus on referral relationships
Individual Facility-Oriented Approach
Build a “magnetic” environment in the facility
Establish strong referral relationships with referral sources (hospitals, doctors, discharge planners, and
HMO case managers)
Promote the facility’s service capabilities and demonstrated resident outcomes
Key Marketing Strategy Components
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88 Compliance and Risk Management
Plum’s compliance program is in accordance with generally accepted industry guidelines
Overseen by a corporate compliance officer, a privacy administrator, and a security officer
(collectively, the “compliance council”)
Compliance council meets quarterly and performs an annual review of risks and compiles survey
results for corporate review
Plum initiatives to ensure that regulatory guidelines and compliance policies are properly adhered to include:
Examinations and on-training sessions provided by a team of internal corporate consultants (i.e.,
highly-experienced nurses)
Patient and employee compliance hotline
Web-based compliance and training platform, known as Plum University
Quarterly chart audits
Plum’s approach to care drives superior clinical outcomes and establishes creditability in
the marketplace
Quality and Clinical Outcomes Awards Received by Plum
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Asset to be Acquired
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Seton Medical Center Coastside (SMCC)
Seton Medical Center Coastside
(SMCC)
• 600 Marine Blvd, Moss Beach, CA 94038
• Est. in 1980
Licensed Beds
• Operates as a 116-bed Skilled Nursing Facility, with a five(5)-bed acute care (24-hour standby Emergency Department)
Plum Healthcare Group, LLC
acquires SMCC
• As operator and possibly owner (provider number agreement will need TBD)
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Treatment of Medical Foundation
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Clinical Approach • Plum selects the industry’s top administrators and has a 5% annual administrator turnover in its
legacy facilities (compared to an industry average of 40%).
• Plum has launched the “New Care Model” in over 50% of its portfolio. The New Care Model requires
physicians and/or physician extenders to be actively involved in each facility 5 days per week
compared to an industry average of once per 30 days.
• Plum has deployed a web-enabled electronic medical record (EMR) system used throughout all
clinical processes and protocols at the facility level. The EMR system feeds real-time data to a
proprietary, automated, quality assurance tool enabling clinicians to respond quickly and effectively
to patient needs.
• Plum has developed proprietary clinical preventative protocols that enable nurses and
interdisciplinary teams to achieve industry leading clinical outcomes.
Sources: CDPH and CANHR
1) Center for Medicare & Medicaid Services (CMS)
2) Represents the number of G (or greater) deficiencies for the period of 2008-2010 per 100 beds. The lower the metric, the better the quality
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Plum’s Track Record
Plum is a leader in quality, regulatory compliance, patient experience, and physician involvement.
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Amount and Form of Consideration – Plum and SMCC
As Plum Healthcare engages to acquire Seton Medical Center Coastside (SMCC), there are several
factors that will need to be determined to inform a reasoned approach, for valuation of the business and
real property. The following areas need further clarification in order to provide an accurate bid:
1. SMCC valued as a Distinct Part vs. a Free Standing SNF
2. Capex requirements for relicensing and building code requirements
3. Financing considerations
4. Detailed Financials
5. Appraisal
At this point, given these factors, we value this opportunity to purchase the Free
Standing SNF of SMCC at $4.3M
Capex Requirements: We anticipate investing a minimum of 1.5-2M in physical plant improvements
necessary for the building to be brought up to industry standards.
Financing Considerations: Plum will fund the acquisition 100% with no financial contingences.
As we consider the mutual benefits of having SMCC remain a skilled nursing facility, our desire
first and foremost is to facilitate the process or worked strategy with the Seton Medical Center
Coastside. We believe that working together Seton and Plum will achieve excellent results based
on shared goals and common interests.
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Working Capital Assumption/Sources of Capital
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Plum Healthcare Group – 2013 Summary
• 2013 delivered $66.2 Million of EBITDA, with an adjusted Net Income of $17.3 Million, on
$550.5 Million in overall revenue. Revenue was over plan by 3.4%, while EBITDA was just
below plan.
Plum Healthcare Group
($'s in Millions) Q1 Q2 Q3 Q4 FY 2013
Revenue 136.1 135.2 138.4 140.7 550.5 18.3 3.4%
Net Income 5.7 6.5 1.7 0.4 14.3 (15.7)
GLPL Adjustments^ - - 4.3 (1.3) 3.0 3.0
Adj. Net Income 5.7 6.5 6.0 (0.9) 17.3 (12.7) -42.2%
EBITDA* 16.4 17.1 16.6 16.1 66.2 (0.6) -0.9%
% of Revenue 12.0% 12.6% 12.0% 11.5% 12.0% -0.5%
vs. Plan
^GLPL Adjustments: $5.25M in a 12-Month deductible policy booked in Aug. ‘13, adjusted to straight-line Aug ’13 to Jul ‘14.
*Excludes Non-Recurring Expenses & Adjusted for one time GLPL Insurance Expense
136.1 135.2 138.4
47.2 46.3 47.3
140.7
Q1 Q2 Q3 Oct Nov Dec Q4
'13 Quarterly Revenue ($'s in Millions): YTD $550.5M
Revenue
16.4 17.1 16.6
5.8 5.5 4.9
16.1
12.0%12.6%
12.0% 12.2% 11.9%
10.3%11.5%
Q1 Q2 Q3 Oct Nov Dec Q4
'13 Quarterly EBITDA ($'s in Millions): Full-Year $66.2M, 12.0%
EBITDA EBITDA Margin
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2013 Cash Flow Summary
($ in Millions) Q1 '13A Q2 '13A Q3 '13A Q4 '13A 2013A
Beginning Cash 4.1 6.0 2.4 9.2 4.1
EBITDA 16.4 17.1 16.6 16.1 66.2
Nonrecurring (0.3) (0.6) (0.3) (1.8) (3.0)
Accrual to Cash Timing * 6.4 (14.9) 13.4 0.9 5.8
Net Cash from EBITDA 22.4 1.7 29.7 15.2 69.0
Debt
Debt - Principal (1.2) (1.2) (1.2) 3.7 0.0
Debt - Interest, Fees, Reserves (6.7) (6.4) (6.6) (12.2) (32.0)
Revolver (Paydown) / Draws (8.6) 7.6 (6.7) 3.1 (4.5)
Total Debt (16.5) (0.0) (14.5) (5.4) (36.5)
Distributions
Tax Distributions - (1.3) (1.1) - (2.4)
Shareholder Distributions (1.8) (2.4) (2.2) (2.3) (8.6)
Other Distributions (0.7) (1.5) (2.9) - (5.1)
Total Distributions (2.5) (5.2) (6.2) (2.3) (16.2)
Capital & Investments
Capital Equipment and Furniture (1.7) (1.8) (2.0) (3.1) (8.6)
Acquisitions, Investments - (0.5) - (0.2) (0.7)
Total Capital & Investments (1.7) (2.4) (2.0) (3.2) (9.3)
Taxes / Other 0.3 2.3 (0.1) (0.1) 2.3
Subtotal - Net Cash Inflows / (Outflows) (20.5) (5.3) (22.9) (11.0) (59.7)
Subtotal - Net Change in Cash 1.9 (3.7) 6.8 4.2 9.3
Ending Cash 6.0 2.4 9.2 13.4 13.4
Available Revolver 18.9 10.2 16.9 13.8 13.8
Total Cash Availability 24.9 12.6 26.1 27.1 27.1
* Accrual to Cash Timing Details
(Increase) / Decrease in A/R 1.8 (8.1) 7.2 (4.4) (3.5)
(Increase) / Decrease in Prepaid,Other Assets 0.2 (1.8) 3.8 3.6 5.9
Increase / (Decrease) in A/P 4.3 (5.0) 2.4 1.7 3.4
6.4 (14.9) 13.4 0.9 5.8
2013 Cash Received from EBITDA of
$69.0M
Uses of Cash:
• Interest, Debt Reduction: $36.5M
• Distributions: $16.2M
• Capital & Investments: $9.3M
Year-end cash availability: $27.1M
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Financial References
Marie Landers
San Diego, Ca
SVP & Regional Manager
619-699-3054
Gary Myers
Eide Bailly LLP
6695 S 1300 E
Salt Lake City, UT 84121
801.947.7500
www.eidebailly.com
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88 Anticipated Operating Plan and Capital Commitments
Over the past 5 years, Plum has invested more than $40 million in growth and maintenance capital
expenditures
IT improvements and maintenance upgrades
Over the next 5 years, Plum expects to spend ~$48 million in total capital expenditures
In growth capex, Plum projects that each building will require ~$600k in improvements every 8 years
and $750k in annual maintenance capex
Base Capital Expenditures
$5
$9
$6 $4 $4 $5 $5 $6
$3
$3
$5
$3 $5
$5 $6
$6 $7
$12
$11
$8
$9 $10
$11 $12
$0
$4
$7
$11
$14
2009 2010 2011 2012F 2013P 2014P 2015P 2016P
Growth Maintenance
($ M
illio
ns)
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SMCC’s Current Agreements and Obligations
CBA Agreement and Non-Union Employee Retention:
Plum has a history of working well with Unions
Goal is to retain a maximum number of employee, as well as add staff for optimal care
Post-Retirement Obligations:
Plum does not offer post-retirement benefits and will not be in a position to assume these obligations
Treatment of Other Agreements:
Plum will determine this during the due diligence and review period
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Process/Timing and Specific Contingencies to Closure
Pre-select and prepare Facility Administrator (i.e., facility CEO)
Assess incumbent Director of Nursing (“DON”) and pre-select replacement where indicated
Determine high-risk areas by assessing core, high-risk clinical systems
Conduct third party comprehensive regulatory and clinical compliance due diligence
Determine in-house rehab feasibility and recruit core rehab team
Contact regulators to communicate transition and integration plan to establish rapport with local enforcement staff
Conduct local market study
Prioritize cost synergies based on purchasing best-practice standards and existing Plum purchasing power
Develop pro-forma operating budget to guide operating priorities in the first six-to-eight months and provide clear initial performance
targets
Pre-Acquisition
Underwriting
T-Minus 60 Days
Implement core Plum clinical systems and practices (prevention protocols, EMR platform, IDT model, etc.)
Transition to in-house rehab model
Develop distinctive relationships with referral sources (e.g., MDs, case managers, and HMOs)
Build census on improved clinical outcomes by first, growing census, then second, growing skilled mix
Train facility management to the “Plum Way” by growing and developing people, growing the market, and achieving financial
excellence
Connect facilities to operating accountability metrics dashboard (e.g., occupancy, mix, staffing, and clinical metrics) to facilitate self-
monitoring and self-correction
Establish facility-generated operating budgets (financial and clinical) to equip facility teams to self-manage their performance and to
be fully accountable for their results
Renegotiate managed care contracts and optimize existing global Plum contracts
Train facilities to use strength of the Branch Model: share best practices; reach out to peers for assistance; share staff; invite
heightened accountability; and account to seasoned Branch President
Acquisition to
Stabilization
1-12 Months
Perform third party internal clinical and regulatory compliance audits, including Medicare billing and clinical compliance
Improve reimbursement rates and skilled mix by systematically communicating improved clinical outcomes to the market
Continue to refine CSSR process to assure compliance and accurate reimbursement
Continue to develop team’s ability to manage their own performance in real-time through Plum dashboard
Institutionalize the “Plum Way” so facilities are less dependent on individual team members to achieve excellent results
Stabilization to
Optimization
12-24 Months
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Results-Driven, Collaborative Turnaround Formula
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Strategy Management Initiative Results
What:
Focus on quality,
underperforming assets
targeting a 12-24 month
operational turnaround
Modest acquisition prices
Where:
MSAs with (i) favorable
reimbursement dynamics, (ii)
population scale to support
clusters, and (iii) growing
Medicare beneficiaries
Why:
Abundance of underperforming
facilities due to weak
leadership, unproductive
management philosophies, lack
of best practices, and poor
overall support tools
Establish the right leadership
Prioritize clinical excellence
initiatives
Implement Matrix IT systems
Grow referral network
Target high-acuity and rehab-
intensive patients
Real-time monitoring of key
clinical and financial metrics
=
Established reputation of
clinical excellence
Validated integration success
with a weighted average
increase of 17% to 18% in both
occupancy and skilled mix
Meaningful improvement of
cash flow profile (leading
EBITDA margins)
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Plum Healthcare Financial Due Diligence List
Financial
• Provide the last 3 filed MediCal and Medicare cost reports, including PS&R’s (Provider Settlement and Reimbursement) and NPR’s (Notice of Program Reimbursement) for the Medicare cost reports related reports.
• Provide the monthly trial balance report and summary with detailed financial statements.
• What software does the facility utilize for A/R, G/L and A/P?
• Provide a detail A/R aging report by payor for the facility for the most recent close. Include a separate list of A/R credit balances.
• Provide all remittance advices for Medicare, MediCal, hospice, managed care or any other commercial payors for the past 3 months.
• Provide a roll forward schedule of A/R by payor for the facility for the past 12 months. • Beginning A/R • Plus: Net Charges • Less: Cash Collection • Less: Write offs • Ending A/R
• Provide evidence that all AB1629 Quality Assurance Fees have been paid.
*Above due diligence list is partial, full list will be provided at applicable time of transition
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Plum Healthcare Operations Due Diligence List
Operations
• Provide copies of all surveys and or complaint visits (state, federal, Medicare, or otherwise) performed in the facilities over the last 24 months (including any responses, amendments, or correspondence related to said surveys).
• Does the facility have any open governmental audits underway or pending (including IRS, EEOC, Medicare, etc.)? If so, please provide detail.
• Provide copies of all governmental permits, licenses, etc., of the facility and/or copies of all operating licenses in effect at the property.
• Provide any notices for federal or state regulators for the past 2 years noting any Civil Monetary Penalties placed against the facility.
• Provide quality indicators reports for the past 12 months.
• Provide a list and copy of any vendor agreements or other contracts for services.
• Provide a list and copy of all managed care contracts.
• Provide a list and copy of all medical director contracts over the last 2 years.
• Provide monthly census report – current.
*Above due diligence list is partial, full list will be provided at applicable time of transition
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Plum Healthcare Risk Mgmt./Insurance/HR/Property Due Diligence List
Risk Mgmt./Insurance/HR/Property
• Provide a five (5) year history of loss runs and claims history for general liability, D&O, and workers compensation.
• Provide a summary of insurance including general, professional, property and casualty, health and dental, 401(k), pension plan or other.
• Provide a schedule of any suits, actions, or other pending or threatened litigation for the facility. Provide a list of legal claims.
• Provide facility payroll reports for the past 3 months including most recent pay period. Include job title, hours worked, hourly rates, start date, overtime paid etc. How does payroll get processed?
• What pay periods and pay dates does the facility have (include pay period cutoff dates)?
• Provide a copy of the employee handbook and other personnel policies.
• Provide a detailed list of all assets, equipment, and FF&E.
• How does the Facility handle hazardous waste and its storage and disposal?
• Provide copies of all documents relating to the presence of asbestos at the facility, if any.
• Provide a detailed floor plan, ALTA/Land Survey, environment studies of the facility. Copy of recent appraisal.
*Above due diligence list is partial, full list will be provided at applicable time of transition
32 | confidential
Key Contacts
Will Huish
Plum Healthcare Group, LLC
4020 Sierra College Blvd, Suite 190
Rocklin, CA 95677
Executive Vice President
Michelle Sajadifar
Plum Healthcare Group, LLC
4020 Sierra College Blvd, Suite 190
Rocklin, CA 95677
Executive Assistant to Will Huish
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